Print Page  Close Window

SEC Filings

8-K
RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
Entire Document
 
<PAGE>   25


                                     - 17 -


Section 2.5(a) or (ii) amounts greater than the amounts therefor (in the case of
liabilities) or less than the amounts therefor (in the case of assets) set forth
in the Final Closing Statement. The costs and expenses of the Referee and its
services rendered pursuant to this Section 2.5 shall be borne one-half by Buyer
and one-half by Holdings.

     (b) Payment of Cash Consideration Adjustments.

          (1) After the amount of the Cash Consideration is finally determined
     pursuant to Section 2.5(a), payments shall be made as follows:

               (A) If the amount of the Cash Consideration as finally determined
          pursuant to Section 2.5(a) exceeds the Closing Cash Payment, then
          within three business days after the date the amount of Cash
          Consideration is finally determined pursuant to Section 2.5(a), (i)
          Buyer will pay to Holdings in cash the amount of such excess by wire
          or accounts transfer of immediately available funds to an account
          designated by Holdings by written notice to Buyer and (ii) Buyer and
          Holdings will direct the Adjustment Escrow Agent to pay to Holdings in
          cash the Adjustment Escrow Amount, if any.

               (B) If the amount of the Closing Cash Payment exceeds the amount
          of the Cash Consideration as finally determined pursuant to Section
          2.5(a), then within three business days after the date the amount of
          Cash Consideration is finally determined pursuant to Section 2.5(a),
          (i) Holdings will direct the Adjustment Escrow Agent to pay to Buyer
          in cash the amount of such excess to the extent of the Adjustment
          Escrow Amount, if any, and (ii) if such excess is greater than the
          amount paid to Buyer from the Adjustment Escrow Amount, Holdings will
          pay to Buyer in cash the amount of such excess to the extent not paid
          from the Adjustment Escrow Amount, by wire or accounts transfer of
          immediately available funds to an account designated by Buyer by
          written notice to Holdings. If any portion of the Adjustment Escrow
          Amount, if any, remains after payment to Buyer of any amounts pursuant
          to the preceding sentence, Buyer and Holdings will direct the
          Adjustment Escrow Agent to promptly pay such amounts to Holdings.

          (2) Any amount which becomes payable pursuant to this Section 2.5 will
     constitute an adjustment to the Cash Consideration for all purposes.

SECTION 3: REPRESENTATIONS AND WARRANTIES OF GROUP

     Subject to any provisions of this Agreement limiting, qualifying or
excluding any of the representations or warranties made herein, and to the
disclosures set forth in Renaissance's Disclosure Schedules, as such schedules
are referenced herein, Group hereby represents and warrants to Buyer as set
forth in this Section 3.